|  |  |  |
| --- | --- | --- |
|   | (m) | **Material Adverse Change**: Since the date of the financial statements most recently provided to Lessor on or prior to the date of the Aircraft Lease Agreement, there has been
no change in the financial condition or operations of Lessee or Guarantor that would materially adversely affect the ability of (x) Lessee to comply with its obligations under the Lease or (y) Guarantor to comply with its obligations under the
Guarantee, and except as disclosed to Lessor in writing, there has been no material adverse change in the financial condition or operations of Lessee or Guarantor.  |

  




|  |  |  |
| --- | --- | --- |
|   | (n) | **Taxes**: Lessee has filed or delivered all necessary returns due to the tax authorities in the State of Incorporation, the State of Registry and the Habitual Base and paid all
amounts shown thereon the failure of which to so file, deliver or pay would result in a Tax or other penalty that would materially adversely affect the ability of Lessee to comply with its obligations under the Lease.
 |

  




|  |  |
| --- | --- |
| 1.2. | **Lessor’s Representations and Warranties**  |

  

 Lessor’s representations and warranties to Lessee are as follows: 

  




|  |  |  |
| --- | --- | --- |
|   | (a) | **Status:** It is duly organized, validly existing and in good standing in its jurisdiction of organization.  |